General conditions

Article 1 - Definitions.

1. In these general terms and conditions, the following definitions shall apply:
2. Portula Bouw & Ontwikkeling B.V.: the company as defined in Article 2
   of these general terms and conditions, hereinafter referred to as 'Portula';
3. Other Party: the client with whom Portula has concluded an Agreement
   or the person who is (has entered into) negotiations with Portula in this regard;
4. Agreement: any agreement or assignment between Portula and the Other Party;
5. Party(ies): The Other Party and Portula together or each as an individual contracting party;
6. Written: notification by e-mail, by (registered) mail or by WhatsApp;
7. Third Party(ies): other natural or legal persons who are not parties to the Agreement;
8. Service: the entire process of realizing a home in Norway, but not limited to:
   1. Plot selection;
   2. Trial living including on-site supervision by an employee of, or a hired Third Party by, Portula;
   3. Home design;
   4. Preparing and discussing the quotation;
   5. Assistance with (co-)financing by Third Party(ies);
   6. Home construction;
   7. Home delivery.
9. Home: the (vacation) home built or to be built by Portula.

Article 2 - Identity of Portula Construction & Development

• Company name: Portula Construction & Development
• Street name and number: Van der Houven van Oordtlaan 2
• Postal code and place of business: 7316 AH Apeldoorn
• Chamber of Commerce number: 08210863

Article 3 - General provisions

1. These General Terms & Conditions apply to every offer and all
   (legal) acts of Portula and to any Agreement concluded between Portula
   Portula and the Other Party.
2. If the Agreement is concluded electronically, then in deviation from the
   preceding paragraph and before the Agreement is concluded, the text of these general
   terms and conditions electronically to the Other Party be made available
   in such a way that the Other Party can easily save them on a durable data carrier.
   can be stored on a durable data carrier. If this is
   If this is not reasonably possible, then prior to the conclusion of the Agreement
   indicated where the general conditions can be inspected electronically and
   and that at the request of the Other Party they will be made available electronically or otherwise free of charge.
   or otherwise will be sent free of charge.
3. Unless expressly agreed otherwise and in Writing, the applicability
   of other (general) terms and conditions is excluded.
4. Deviations or additions to these general terms and conditions are only valid if
   they have been expressly agreed upon in writing.
5. If Portula does not always require strict compliance with these general conditions ,
   this does not mean that the provisions thereof do not apply, or that
   Portula would to any extent lose the right to require strict
   compliance with the provisions of these General Terms and Conditions.
6. If and insofar as on the grounds of reasonableness and fairness or the unreasonably onerous character
   nature of any provision of these general conditions cannot be invoked
   can be invoked, then the provision concerned shall in any event be accorded a corresponding meaning
   and purport shall in any event be accorded a meaning corresponding as far as possible to the provision in question, so that an appeal may be made thereon.
   can be invoked.
7. Portula cannot guarantee that the work that it carries out will always
   always achieve the result desired by the Other Party. The accepted
   assignment expressly leads only to an obligation to perform to the best of one's ability and not to an
   obligation to achieve a result. Portula does, however, guarantee that it will at all times be the
   aim is to realise the Other Party's wishes as much as possible.
8. Portula is entitled to engage Third Parties for the execution of the Agreement.
   .
9. The effect of art. 7:404 and/or 7:407 paragraph 2 of the Civil Code is/are
   expressly excluded.

Article 4 - The offer

1. If an offer has a limited period of validity or is made under certain
   conditions, this will be expressly stated in the offer.
2. The offer contains a complete and accurate description of the offered Property and the related Services. The description is sufficiently detailed to enable the Other Party to make a proper assessment of the offer. Obvious mistakes or obvious errors concerning, for example, amounts stated are not binding on Portula.

Article 5 - The Agreement

1. The Agreement is concluded at the moment of acceptance by the
   Other Party's acceptance of the (unchanged) offer and the fulfilment of any accompanying
   stipulated conditions.
2. If any provision of these general terms and conditions or any Agreement is found to be invalid
   or Agreement is null and void, this shall not affect the validity of the entire
   general terms and conditions or Agreement. The parties will consult in order to
   agree on a new provision to replace the void or voided provision
   agreed upon, whereby as much as possible the purpose and the meaning of the void
   annulled provision are observed.
3. Portula reserves the right not to give effect to a concluded
   Agreement concluded, for example if it has reasonable doubt or information that the
   The Other Party will not (be able to) fulfil its (financial) obligations. If
   Portula refuses, it will inform the Other Party In Writing of the refusal within a reasonable period after the conclusion of the Agreement.
   of the Agreement in writing of the refusal.
4. Before Portula starts to implement the agreement, the Other Party must
   cooperation in completing an intake form truthfully and fully.
   intake form.
5. These general terms and conditions also apply to future, additional
   and/or follow-up assignments.
6. Agreed delivery deadlines are always indicative deadlines. The deadlines for
   delivery are not deadlines. Exceeding a term gives the
   Other Party no right to compensation.
7. If the Other Party has accepted the offer electronically, then
   Portula will immediately confirm electronically the receipt of the
   acceptance of the offer.

Article 6 - Dissolution

1. If the Other Party fails to fulfil one or more of its obligations, fails to do so in time or
   properly, is declared bankrupt, applies for (temporary) moratorium and/or suspension of
   and/or postponement of payment, proceeds to wind up its business, as well as when its assets are
   if its assets are seized in whole or in part, Portula has the right
   Portula has the right to suspend execution of the Agreement or to terminate the
   Agreement by operation of law and without prior notice of default in whole or in part by means of a Written declaration.
   to terminate and/or dissolve the Agreement in whole or in part by means of a Written Declaration, at its
   at its discretion and always with retention of any right it may have to compensation of
   compensation for costs, damages and interest.
2. If the Agreement ends on the grounds of force majeure, as referred to in Article 8
   of these general terms and conditions, then Portula shall be entitled to payment of the
   hours already worked or investments made at the time of the termination of the Agreement.
   investments.

Article 7 - Liability

1. Portula's total liability is limited to compensation for damages up to
   maximum the amount of the fee stipulated for that Agreement
   (including VAT). Under no circumstances will the total compensation for damages amount to more
   than the amount to be paid out by Portula's liability insurance.
2. Not limited is Portula's liability for damages resulting from
   intentional or deliberate recklessness on the part of Portula.
3. Condition for the occurrence of any right to compensation is always that
   The Other Party must report the loss in writing to Portula as soon as possible after it has arisen.
   Portula. Any claim for damages against Portula shall lapse by the mere
   mere expiry of 12 (twelve) months after the claim has arisen.
4. Portula is not liable for damage caused by auxiliary persons as referred to in
   in article 6:76 of the Civil Code.
5. Portula is not liable for damages, of whatever nature, due to the fact that Portula has
   out of incorrect and/or incomplete data provided by the Other Party or if the
   if the Customer has supplied this information too late.

Article 8 - Force majeure

1. In addition to the provisions of Article 6:75 of the Civil Code, the following applies
   a failure on the part of Portula in the fulfilment of any obligation towards the Other Party cannot be attributed to Portula
   Portula cannot be attributed to the Other Party in the event of circumstances beyond the control of
   of Portula, as a result of which the fulfilment of its
   obligations towards the Other Party is prevented in whole or in part or
   as a result of which compliance with its obligations cannot reasonably be required of Portula.
   desired. Such circumstances include non-performance by
   of suppliers or other Third Parties, shortage of (building) materials, unforeseen circumstances in the preparation
   circumstances in preparing the building site, (power) failures,
   computer viruses, extreme weather conditions, natural disasters including
   earthquakes or volcanic eruptions, fire (danger), (imminent) danger of war,
   pandemics, epidemics, quarantines, absenteeism, disability,
   strikes, governmental measures and breakdown of bicycles and
   equipment used to transport or assemble the Houses.
2.  If a situation as referred to in paragraph 1 of this article arises as a result of which
   Portula cannot fulfil its obligations to the Other Party, then
   those obligations shall be suspended for as long as Portula cannot fulfil its obligations.
   fulfilment. If the force majeure situation has lasted for 30 (thirty) calendar days,
   Both Parties shall have the right to dissolve the Agreement In Writing in whole or in part.
   dissolution. Portula shall in that case not be liable to pay compensation for any loss,
   even if Portula enjoys any advantage as a result of the force majeure situation.

Article 9 - Warranty

1. Portula guarantees that the Dwellings comply with the Agreement, the specifications stated in the
   specifications stated in the offer, to the reasonable requirements of soundness and/or
   usability and the Norwegian statutory provisions and/or government regulations existing on the date of
   existing Norwegian statutory provisions and/or government regulations
2. The warranty is void when:
   1. The Other Party has installed, repaired and/or modified the delivered Dwelling itself or has had it installed, repaired and/or modified by Third Parties;
   2. The delivered Property have been exposed to abnormal conditions or otherwise carelessly treated or contrary to Portula's instructions;
   3. The delivered Dwelling becomes damaged or broken due to circumstances not attributable to Portula, including but not limited to, for example, weather conditions such as, but not limited to, a storm with high winds causing damage;
   4. The inadequacy results in whole or in part from regulations that the government has made or will make regarding the nature or quality of the materials used.

Article 10 - Fees/Prices.

1. All amounts are in Norwegian Kroner and include sales tax and other
   taxes imposed by the government unless otherwise agreed in writing between the Parties.
   agreed otherwise between the Parties.
2. Portula reserves the right to adjust for inflation once every six months.
   apply.
3. The agreed amounts are based on cost factors at
   the time of the offer. Portula reserves the right 3 (three)
   months after the conclusion of the Agreement changes in cost-price
   factors that are cost-determining and over which Portula cannot reasonably exercise any influence.
   influence, such as the purchase price of (building) materials, increases in excise,
   social security charges, insurance premiums or turnover tax, to the Other Party
   the Other Party, up to a maximum of 20% of the original amount.
4. Portula also has the right to increase the amounts, as mentioned in the offer, above the
   increase above the maximum of 20% as in the previous paragraph. In that case
   The Other Party has a right of direct dissolution at the moment that the price change takes
   takes effect. Portula shall always notify the Customer of such a price change 1 (one) month before the
   before the price change is implemented to the Other Party.
5. A composite quotation shall not oblige Portula to perform a
   part of the Agreement at a corresponding part of the quoted amount.
   amount.
6. If there are any specific or additional requirements of the Other Party in
   Portula must incur additional costs in order to realise these wishes.
   to realise these wishes, Portula reserves the right to pass on these costs to the
   charge these costs to the Other Party on the basis of Additional Work, as referred to in
   Article 18 of these general terms and conditions.
7. Discounts and quoted amounts do not automatically apply to future
   Agreements.

Article 11 - Payment and billing

1. Insofar as not otherwise provided in the Agreement or additional terms and conditions,
   the amounts owed by the Other Party must be paid within 14
   (fourteen) days after the invoice date.
2. Invoicing of the ground work to prepare the land for building,
   shall, unless otherwise agreed in Writing, be made in the 2 (two) following
   instalments:
   - 50% of the total invoice amount for the ground works shall be
   invoiced at the start of the excavation work;
   - 50% of the total invoice amount for the groundwork will be invoiced upon
   invoiced after completion of the ground works, such that the
   foundation of the Dwelling can be placed.
3. Invoicing of the construction work shall, unless otherwise agreed in Writing
   agreed otherwise, in the 4 (four) following installments:
   - 25% of the total invoice amount for the construction work shall be
   invoiced after signing the quotation;
   - 45% of the total invoice amount for the construction work will be
   invoiced after the delivery of the construction set, the basic materials for the
   building the Dwelling, at the relevant location;
   - 25% of the total invoice amount for the construction work is
   invoiced after the Dwelling has been made wind and watertight. This is the moment
   when the frame construction has been installed, whereby the windows are installed, the roof is closed
   is in place and the exterior panels are installed;
   - 5% of the total invoice amount for the construction work is
   invoiced after the Dwelling has been completed. This invoice will be sent to
   Counterparty after going through and signing the completion list together in the
   delivered Dwelling with the Other Party.
4. If, after going through the delivery list, at the request of the Other Party
   adjustments must be made to the delivered Home, this will not suspend the
   Other Party's payment obligation.
5. The Other Party has a duty to report inaccuracies in payment data provided or stated
   payment details immediately to Portula.
6. If the Other Party fails to meet its payment obligation(s) in a timely manner, then
   Portula will point out the late payment and the Other Party will be given a period of
   period of 14 (fourteen) days to still fulfil its payment obligations.
   payment obligations. After failing to make payment within this fourteen-day period, the
   Other Party will be in default. As a result, the Other Party will owe the statutory
   As a result the Other Party shall also be liable for the statutory (commercial) interest on the outstanding amount. In addition, Portula shall be entitled
   In addition, Portula shall be entitled to charge the extrajudicial collection costs it has incurred.
7. In the event of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or
   debt restructuring under the WSNP, the claims of Portula against the Other Party and the obligations of the
   Other Party and the obligations of the Other Party towards Portula shall be immediately due and payable.
8. Payments made by the Other Party shall always serve to settle in the first place any
   first of all interest and costs due, in the second place of due and payable invoices that have been
   invoices that have been outstanding the longest, even if the Other Party indicates that the payment
   payment relates to a later invoice.

Article 12 - Delivery

1. At the time the Dwelling is ready for delivery, the Parties shall together go through the
   completion list. If the completion list is signed by both Parties, the
   Dwelling has been successfully completed. In the event that the signing on the part of
   Other Party takes longer than 7 (seven) days, this will be considered as
   tacit acceptance and therefore a successful completion.
2. Any follow-up wishes of the Other Party that are still to be carried out shall not affect
   the successful completion.
3. If the Other Party rejects the Dwelling, for objective reasons, the
   The Other Party shall substantiate this In Writing and send it to Portula.
4. If the Other Party takes the Dwelling into use, then - even if the completion list
   is not signed by the Other Party - that the Dwelling may be deemed to have been
   may be regarded as successfully delivered.
5. At the time of successful completion, the Dwelling is at the risk of the
   Other Party.
6. Defects recognized by Portula will be resolved as soon as possible, but within
   reasonable time, resolved by Portula.
7. If there is an overrun of the delivery term or
   agreed delivery period or date, then no right arises from that overrun
   to any (loss) compensation to the extent that there may be loss if the overrun
   arises from an event that is not reasonably within Portula's control.

Article 13 - Complaints

1. The Other Party can no longer invoke a defect in the performance if
   The Other Party has not reported the defect to Portula within 2 (two) months after the Other Party has
   discovered or should reasonably have discovered the defect with Portula.
   protest. If there is a visible defect on delivery, a term of 48 (forty-eight) months shall apply.
   48 (forty-eight) hours shall apply.
2. The Other Party must give Portula at least 4 (four) weeks to resolve the
   resolve the complaint in mutual consultation. However, this does not mean that Portula
   obliges Portula within this 4 (four) week period to, for example, make an architectural
   structural adjustment. In such cases, Portula must within 4 (four)
   weeks to schedule a date for a repair, which date may also be somewhat further into the
   may be in the future.
3. If a complaint has not been reported to
   Portula, then the Property and the Services shall be deemed to comply with the
   Agreement and to function in accordance with the Agreement.
4. Complaints explicitly do not suspend the Other Party's payment obligation,
   if the Other Party is acting in the exercise of a profession or business.

Article 14 - Transfer

1. Rights and obligations of the Other Party under this Agreement cannot be
   transferred without the prior Written consent of the other Party.
   This provision counts as a clause with effect under property law as referred to in
   Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 15 - Retention of title

1. The ownership of all the products sold and Delivered by Portula to the Other Party.
   Housing remains at Portula:
   1. as long as the Other Party has not paid claims under the Agreement or previous
      or later similar Agreements have not been satisfied;
   2. and so long as the Other Party has not yet paid Portula's claims for failure to
      the fulfilment of such obligations, including claims relating to fines
      including claims in respect of penalties, interest and costs, all as
      as referred to in Article 3:92 of the Civil Code.
2. The Other Party is not authorized to pledge or otherwise encumber the goods falling under the retention of title.
   pledged or otherwise encumbered.
3. Portula shall, when exercising the retention of title, be entitled to
   unhindered access to the Property. The Other Party shall provide all co-operation to Portula
   to enable Portula to exercise its retention of title.
   retention of title. The Other Party hereby unconditionally and irrevocably grants permission
   Portula or a third party to be appointed by Portula to, in all cases in which
   to enter all those places where Portula wishes to exercise its property rights.
   places where the property will be located and to take the items with it.
   there.
4. If the Other Party has acquired ownership of the goods delivered under retention of title by
   If the Other Party has acquired ownership of the items delivered under retention of title by way of accession or mixing and the Other Party has not yet
   referred to in paragraph 1 has not yet been paid, the Other Party shall, at the request of Portula
   obliged to transfer ownership of the delivered items back to Portula.
   If the establishment of a right of superficies as referred to in Article 5:101 of the
   Civil Code, the Other Party shall be obliged to cooperate.
5. If third parties seize the goods delivered under retention of title or wish to establish or exercise rights
   or wish to establish or assert rights in respect of the items delivered under retention of title, the Other Party
   Portula as quickly as can reasonably be expected.
   Portula.

Article 16 - Additional work

1. If Portula, at the request of the Other Party or at its own request, with
   prior Written consent of the Other Party, work or other
   performance that falls outside the content or scope of the Agreement, these activities
   Agreement, then this work or performance will be reimbursed by the Other Party in
   according to Portula's usual rates. The Other Party shall never be
   obliged to comply with such a request and may require that a separate Agreement in
   a separate Agreement in Writing to that end. Examples of this
   are, but are not limited to:
   - Modifications to the Dwelling that fall outside the initial quotation;
   - Costs involved in the realization of changes or wishes requested by the Other Party
   modifications or wishes such as transportation costs or labor costs.
2. Changes concerning the Property can only be coordinated with your
   Dutch contact person of Portula, namely primarily the project manager and
   otherwise one of the directors.
3. The Other Party accepts that as a result of work or performance as referred to in paragraph 1
   of this article may affect the agreed objectives and expectations.
   affected. For example, the completion date of the Dwelling may possibly shift, if
   additional work must be carried out by Portula, or the Home may deviate from the
   original drawings and/or examples, if modifications have been made
   to the original design.
4. Insofar as a fixed amount has been agreed for the Services or for the realisation of the agreed
   completed, Portula will always inform the Other Party
   In writing in advance about the financial consequences of the extra work.
   additional work.

Article 17 - Intellectual property

1. All intellectual property rights pertaining to and/or resulting
   are of the Agreement executed by Portula rest with Portula. The Other Party
   acquires only the Portula rights of use that are expressly granted by these general terms and
   and the law are expressly granted. Any other or further rights of
   The Other Party is excluded.
2. The design, created by Portula, or by the technical
   draftsman, remains the property of Portula. Distributing the design or submitting it to
   any other companies is not permitted and constitutes a direct violation of
   Portula's intellectual property rights.
3. The documents provided by Portula to the Counterparty are intended exclusively to be
   to be used by the Other Party. The Other Party is not permitted to
   publish and/or reproduce information obtained in any form whatsoever.
   whatsoever. This includes, among other things, processing, selling, making
   make available, distribute and integrate - whether or not after editing - in networks, except that
   networks, with the exception that such publication and/or
   reproduction is permitted In Writing by Portula and/or such
   publication and/or reproduction arises from the nature of the
   Agreement with Portula.
4. With the permission of the Other Party, Portula is authorized to publish images of the
   completed Dwelling to be published as advertising or reference.
5. The Other Party indemnifies Portula against the claims of Third Parties concerning intellectual
   property rights.
6. If the Other Party acts in violation of this article, the Other Party shall owe an immediately
   amounting to 20,000.00 (twenty thousand) euros, with an increase of
   an increase of 500,- (five hundred) euros for every day that the violation
   continues with a maximum of EUR 50,000 (fifty thousand), without prejudice to Portula's right to claim
   Portula's right to compensation.

Article 18 - Management

1. Portula is at all times entitled to make changes to the technical
   facilities with respect to the Services.
2. Portula is entitled to change the non-technical facilities of its Services.
3. A change that in the reasonable opinion of Portula requires a substantial, non-temporary, adjustment on the part of the Other Party shall be made known to the Other Party as soon as possible.
   made known to the Other Party as soon as possible. The Other Party
   claim to compensation or reimbursement of loss, but shall be entitled to terminate the
   to terminate the Agreement as of the day of the announced change.
   announced change.
4. Portula reserves the right to discontinue/remove technical Services,
   if it causes system failure or delay. Portula
   assesses whether there is such a fault or delay and may, without prior notice to the
   without prior notice to the Other Party, block the technical Services or take other
   otherwise take measures to remove the fault or delay.
   In these circumstances, the Other Party will never be entitled to damages or compensation.
   or compensation.
5. Portula is entitled without prior notice to take its Services (temporarily)
   out of use or to restrict its use to the extent that this is
   necessary for the maintenance reasonably required or for the
   necessary adjustments or improvements to the Services to be made by Portula
   Services without this giving rise to any right to damages or compensation on the part of Portula.
   The Other Party shall have no right to damages or compensation against Portula as a result.

Article 19 - Secrecy

1. Confidentiality of all confidential information that the Other Party has obtained from Portula in the context of the
   the Agreement obtained from Portula is mandatory for the Other Party.
   Information is confidential if this has been notified by Portula or if this
   reasonably follows from the nature of the information.
2. If the Other Party breaches paragraph 1 of this provision, the Other Party, regardless of whether the
   Party and without prior
   notice of default or legal proceedings, the Other Party shall be liable to pay Portula an immediately
   penalty of 20,000.00 (twenty thousand) Euros for each violation without any
   violation without there being any need for any form of damages without prejudice to
   Portula's other rights, including its right to claim compensation in addition to the penalty.
   to claim damages.

Article 20 - Employee clause

1. During the term of the Agreement, as well as for 1 (one) year after
   termination thereof, only with the prior Written consent of Portula,
   Employees of Portula who are or have been involved in the execution of the Agreement shall not be
   Agreement, or otherwise have them work for it, directly or indirectly.
   work.
2. Where appropriate, Portula will not withhold the relevant consent if
   The Other Party has offered appropriate compensation. Adequate
   indemnification is defined as at least compensation of 10 (ten)
   monthly salary.

Article 21 - Exclusivity

1. For the duration of the Agreement, the Other Party grants Portula the exclusive
   right to execute the assigned Agreement.
   Article 22 - Applicable law
   1. Agreements between Portula and the Other Party shall be governed exclusively by Dutch law.
   applicable.
2. Disputes between Parties will be resolved as much as possible through proper consultation.
   solution. All disputes between the Other Party and Portula shall
   settled exclusively by the competent court in the district in which Portula has its registered office.
   Portula's registered office or, if the Other Party is not acting in the name of a company or
   profession, in the place of residence of the Other Party.

Article 23 - Survival

1. The provisions of these general terms and conditions and the Agreement which purport to
   purport to retain their validity after the termination of the Agreement shall remain in full force after
   full force after the termination of the Agreement.
   Article 24 - Amendment or supplementation
2. Portula is entitled to unilaterally amend or supplement these general conditions.
   supplement. In that case Portula shall inform the Other Party in good time of the
   amendments or additions.
3. Between such notice and the effective date of the amended or supplemented
   terms will be a minimum of 30 (thirty) days.
4. If the change gives Portula the authority to provide a performance that
   differs substantially from the promised performance, the Other Party has the right to refuse the
   amended conditions or to dissolve the Agreement.